FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH
RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
| (a) Name of exempt principal trader: | Citigroup Global Markets Limited |
| (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Smith (DS) plc |
| (c) Name of the party to the offer with which exempt principal trader is connected: | Smith (DS) plc |
| (d) Date dealing undertaken: | 19 November 2024 |
| (e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | International Paper Company |
2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
| Class of relevant security | Purchases/ sales | Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
| 10p ordinary | Sale | 177,275 | USD 7.1862 | USD 7.1519 |
| 10p ordinary | Sale | 397,702 | GBP 5.7010 | GBP 5.6475 |
| 10p ordinary | Purchase | 6,620,014 | GBP 5.7200 | GBP 5.6350 |
(b) Cash-settled derivative transactions
| Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
| 10p ordinary | TRS | Increasing Short Position | 3,300,473 | GBP 5.6447 |
| 10p ordinary | TRS | Reducing Short Position | 301 | GBP 5.6850 |
| 10p ordinary | TRS | Reducing Short Position | 1,010 | GBP 5.6900 |
| 10p ordinary | TRS | Increasing Short Position | 9,208 | GBP 5.7001 |
| 10p ordinary | TRS | Reducing Long Position | 9,208 | GBP 5.7001 |
| 10p ordinary | TRS | Increasing Long Position | 50,668 | GBP 5.6484 |
| 10p ordinary | TRS | Reducing Short Position | 50,668 | GBP 5.6484 |
| 10p ordinary | TRS | Increasing Long Position | 7,780 | GBP 5.6664 |
| 10p ordinary | TRS | Reducing Short Position | 7,780 | GBP 5.6664 |
| 10p ordinary | TRS | Increasing Long Position | 108,270 | GBP 5.6717 |
| 10p ordinary | TRS | Reducing Short Position | 108,270 | GBP 5.6717 |
| 10p ordinary | TRS | Increasing Long Position | 21,010 | GBP 5.6760 |
| 10p ordinary | TRS | Reducing Short Position | 21,010 | GBP 5.6760 |
| 10p ordinary | TRS | Increasing Long Position | 48,595 | GBP 5.6800 |
| 10p ordinary | TRS | Reducing Short Position | 48,595 | GBP 5.6800 |
| 10p ordinary | TRS | Increasing Long Position | 555 | GBP 5.6894 |
| 10p ordinary | TRS | Reducing Short Position | 555 | GBP 5.6894 |
| 10p ordinary | TRS | Increasing Long Position | 46,040 | GBP 5.6994 |
| 10p ordinary | TRS | Reducing Short Position | 46,040 | GBP 5.6994 |
| 10p ordinary | TRS | Increasing Long Position | 40,761 | GBP 5.7000 |
| 10p ordinary | TRS | Reducing Short Position | 40,761 | GBP 5.7000 |
| 10p ordinary | TRS | Increasing Long Position | 12,052 | GBP 5.7010 |
| 10p ordinary | TRS | Reducing Short Position | 12,052 | GBP 5.7010 |
| 10p ordinary | TRS | Reducing Long Position | 2,116,520 | GBP 5.7200 |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
| Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
| | | | | | | | |
(ii) Exercise
| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
| | | | | |
(d) Other dealings (including subscribing for new securities)
| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
| | | | |
3. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
| None |
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: If there are no such agreements, arrangements or understandings, state "none" |
| None |
| Date of disclosure: | 20 November 2024 |
| Contact name: | Craig Watson |
| Telephone number: | 02890 409 605 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panels Market Surveillance Unit is available for consultation in relation to the Codes dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panels website at www.thetakeoverpanel.org.uk.
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